Item 1.01 Entry into a Material Definitive Agreement.
Seventh Amendment to Credit Agreement; PIK Interest; Mandatory Prepayment;
Extended Maturity Date
As previously reported, CareView Communications, Inc. (and together with
its subsidiaries, as applicable, the “Company”), CareView Communications, Inc., a Texas corporation and a wholly owned subsidiary
of the Company (the “Borrower”), and PDL Investment Holdings, LLC (as assignee of PDL BioPharma, Inc.), in its capacity as
administrative agent and lender (the “Lender”) entered into that certain Credit Agreement as of June 26, 2015, which was subsequently
amended by the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, and the Sixth Amendment
as of October 7, 2015, February 23, 2018, July 13, 2018, April 9, 2019, May 15, 2019, and February 6, 2020, respectively (collectively,
the “Credit Agreement”). Any capitalized terms not defined herein shall have the definitions ascribed to them in the Credit
Agreement.
On May 31, 2023 (the “Effective Date”), the Company, the Borrower,
the Lender, Steven G. Johnson, President and Chief Executive Officer of the Company, and Dr. James R. Higgins, a director of the Company,
entered into a Seventh Amendment to Credit Agreement (the “Seventh Credit Agreement Amendment”), pursuant to which the parties
agreed to amend the Credit Agreement to, among other things, (i) provide that, after the Effective Date, all accrued but unpaid interest
(including interest accrued but unpaid prior to the Effective Date and excluding interest payable on the Maturity Date, in connection
with any prepayment, or in the event of an Event of Default, which interest will be payable in cash) accruing on Tranche One Loans and
Tranche Three Loans will be paid-in-kind on each Interest Payment Date by being added to the aggregate principal balance of the respective
loans in arrears on each Interest Payment Date; (ii) require certain mandatory prepayments of the loans by the Company, including (A)
quarterly prepayments in the amount, if any, that the Company’s Excess Cash Flow exceeds $600,000, (B) monthly transfers to the
Inventory Reserve Account in the amount, if any, the Company’s cash exceeds $1,200,000, (C) prepayment in the amount, if any, the
Company’s Inventory Reserve Account exceeds $600,000, and (D) prepayment in the amount, if any, of 100% of the gross proceeds of
any indebtedness incurred by the Company (other than permitted indebtedness); and (iii) extend the Maturity Date to December 31, 2024.
The foregoing descriptions of the Seventh Amendment to Credit Agreement
are qualified, in their entirety, by reference to such amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated by reference in response to this Item 1.01.
